Azevedo & Anor v Imcopa Importacao, Exportaacao E Industria De Oleos Ltda & Ors

Azevedo & Anor v Imcopa Importacao, Exportaacao E Industria De Oleos Ltda & Ors

Consent payments were openly disclosed, offered equally to all noteholders voting in favour, and did not constitute bribery, fraud, or breach of contract. Extraordinary resolutions were valid and binding. Claimants were precluded from direct action by the no action clause. Imcopa U was released from liability after substitution. Claimants' substantive claims had no real prospect of success and were dismissed.

Parties
Claimant: Sergio Barreiros Azevedo & Vera Cintia Alvarez; Defendant: Imcopa Importacao, Exportaacao E Industria De Oleos Ltda; Defendant: Imcopa International SA; Defendant: Imcopa International Cayman Limited
Jurisdiction
England and Wales
Judgment Date
30 May 2012
Procedural Posture
Commercial / Summary Judgment and Strike Out Applications
Outcome
Claim dismissed; summary judgment granted for defendants; claimants' application for summary judgment dismissed.
Legal Topics
Trust Deed Enforcement, No Action Clause, Pari Passu Treatment, Consent Payments, Vote Buying, Repudiation, Summary Judgment, Strike Out, Costs Assessment
Contract Law Company Law Commercial Law Trust Deed Enforcement No Action Clause Pari Passu Treatment Consent Payments Vote Buying +4 more

Case Brief

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Parties

Sergio Barreiros Azevedo & Vera Cintia Alvarez

Claimant

Imcopa Importacao, Exportaacao E Industria De Oleos Ltda

Defendant

Imcopa International SA

Defendant

Imcopa International Cayman Limited

Defendant

Procedural Posture

Commercial / Summary Judgment and Strike Out Applications

Legal Issues

  1. 1 Whether consent payments to noteholders constituted unlawful bribes or fraud
  2. 2 Whether extraordinary resolutions approving consent solicitations were invalid under English law
  3. 3 Whether claimants could bring direct action against issuer or guarantor contrary to no action clause

Ratio Decidendi

Consent payments were openly disclosed, offered equally to all noteholders voting in favour, and did not constitute bribery, fraud, or breach of contract. Extraordinary resolutions were valid and binding. Claimants were precluded from direct action by the no action clause. Imcopa U was released from liability after substitution. Claimants' substantive claims had no real prospect of success and were dismissed.

Court Disposition

Claim dismissed; summary judgment granted for defendants; claimants' application for summary judgment dismissed.

Orders

  • Defendants awarded costs of action, including security for costs application, subject to 25% discount for reformulation.
  • Costs summarily assessed at £100,000.